


Welcome to Level Seven

by weepingnaiad



Category: Agents of S.H.I.E.L.D. (TV), Marvel Cinematic Universe
Genre: BAMF Phil Coulson, Backstory, Clint Barton/Phil Coulson (but only if you squint), Gen, Melinda May's just the pilot, Pre-Agents of S.H.I.E.L.D., Teambuilding, so no spoilers, unless I happen to guess right, until she's not
Language: English
Status: Completed
Published: 2013-09-06
Updated: 2013-09-06
Packaged: 2017-12-25 18:42:04
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,799
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/956425
Author URL: https://archiveofourown.org/users/weepingnaiad/pseuds/weepingnaiad
Summary: <blockquote class="userstuff">
              <p><b>Summary:</b> Melinda May is not a field agent and the only person that might have convinced her to return to active duty died during the attack on New York.  But, she still works for S.H.I.E.L.D. and strange things are a way of life in the agency.</p>
            </blockquote>





	Welcome to Level Seven

**Author's Note:**

  * Inspired by [Explosive: The Level 7 Mix](https://archiveofourown.org/works/955433) by [kultiras](https://archiveofourown.org/users/kultiras/pseuds/kultiras), [pyroblaze18 (kultiras)](https://archiveofourown.org/users/kultiras/pseuds/pyroblaze18). 



> **A/N:** It was hard writing a fic for characters that I've only met in tiny snippets via the released trailers, but this mix and the idea for this story caught my attention when it was first posted. And when it didn't get claimed, the idea consumed me and I started writing, only surprising kultiras by telling her that I was working on it after I was more than halfway in. It's been great to work with her throughout this. Because I have not seen the pilot, this is made up out of whole cloth, not a spoiler one in it, although I can hope.  
>  **Beta:** As ever, my brain twin, and soul sister, abigail89, wrangled my words into something readable and coherent. I will never be able to convey my gratitude, bb. I also hit up another friend (Hey! It's a show that hasn't aired yet!) and received invaluable advice for fixing the tale. Thank you, jlh. Without you, the story would be so much less, and I don't mean in words, but that, too! And, of course, I fiddle even after posting, so any mistakes are all on me.  
>  **Disclaimer:** These are Marvel and Whedon's characters used in the spirit of creative commons. I promise to return them with smiles on.

|   
by kultiras, make sure you check it out and give her all the love she deserves!

"Agent May, a moment of your time?" Assistant Director Hill asked as she strode into Melinda's "cave", aka "The Library"; a warren of offices and cubicles where the senior analysts clustered amidst terminals, monitors, scanners, satellite feeds, and an amazing assortment of hard copy data.

Melinda straightened, turning to greet her boss, as she answered, "Of course, ma'am. To what do I owe this honor?" She kept her tone as respectful and devoid of emotion as possible. She'd been too close to the edge lately; after New York, the memories had resurfaced with a vengeance. But she refused to let any of that show.

"It's just Maria right now, Melinda."

"So this _isn't_ work-related?" she asked, skeptical, which she failed to keep out of her tone.

Maria pulled up a chair and gave Melinda that look, knowing, a bit exasperated, and unwittingly fond. It harkened back to when they were all a team, so very green, but filled with ridiculous optimism and far too much naiveté. Melinda didn't know what to do with Maria's expression. She rubbed her eyebrow and sighed aloud. "Trading on our friendship isn't fair, boss," she said, breaking the silence.

Maria smiled. "I'd never do that. But I hate to see you languishing down here when I -- when S.H.I.E.L.D. needs you."

Melinda stiffened. "Oh, hell, no. You did not just ask me to return to field duty."

"I did." Maria had never been one to beat around the bush. In that, she was far too much like Nick, but without Nick's infuriating charm.

"Mel, we're hurting. Recruitment's up, but there aren't enough experienced agents to lead them. Surely you've licked your wounds and hidden down here long enough?"

Anger surged through Melinda. She was white-hot, ready to strike, and barely able to hold onto her composure as she hissed, "Don't you _dare_ presume my motivations." Her voice was controlled and cold.

"I-I'm sorry," Maria offered quickly, her hands up, the apology genuine.

It was then that Melinda finally saw Maria, the toll the past few months had taken on her. Of course, she'd been even more overtaxed than the agents under her command. The world had changed. And just when S.H.I.E.L.D. was needed the most, the agency had taken a near-fatal blow itself.

Melinda deflated, her fury fading to a gray melancholy. She accepted Maria's open palm, squeezing it before retreating. "You have to realize there's no one alive I'd say 'Yes' to, Maria," she offered, words thick around the lump in her throat.

Maria sighed, nodding. "I had to try. The Director asked me to."

"But you put your own spin on it."

"Of course." Neither smiled, but their forgiveness patched up the delicate truce between them, too much shared history for them to do otherwise.

It was that history that led Melinda to share a story with Maria. "He'd come down here nearly every day to ask me. It became a running joke..." her voice trailed away as she huffed out a breath. They both knew who she was talking about without mentioning his name.

She was shaking her head. "Then he strode in one morning with two coffees and those wicked pastries from Bernard's," she hesitated as the memories caught, gripped her tight. "The conniving bastard proposed! Thought he'd catch me off-guard, throw me for a loop, so I'd accept a return to active duty." She laughed, sad and wistful.

"He what?" Maria asked, her eyes reflected Melinda's riot of emotions: joy and sorrow, hope and grief. "I never heard this."

Melinda nodded. "Took me a minute, but I still said 'no'," she answered. Swallowing, she continued, "He didn't expect anything else. No one could surprise him. I think, by the end..." and here she had to pause, surprised by how much these particular memories still hurt. "By the end, he was just doing it so I never forgot, so I couldn't think he didn't care, even if he had moved on." She stopped then, lost in the past, wishing things had been different, that she hadn't been so afraid after Eric.

Maria touched her arm, calling her back to the present. "Phil always was a stubborn bastard."

Smiling at Maria, Melinda covered her hand with a palm. Taking a deep breath she nodded again. "He never left anyone behind, not even me. I wish... I wish I'd said 'yes', just once. To see the look on this face. That'd be a memory worth holding onto."

Maria sighed softly. "Yeah. Yeah it would," she agreed.

~~*~~

Maria's offer stuck in Melinda's craw, gnawing at her sense of duty, her desire to make a difference. What S.H.I.E.L.D. did mattered. And S.H.I.E.L.D. had asked her to step up once again. But she had done her part, losing everything in the process. And she hadn't left completely. She was still contributing. What did it matter if she did that here, instead of in the field?

A small part of Melinda wondered what was going on out there, what did the world look like now that everyone knew that aliens and gods and monsters were real? The question kept her awake at night, fueling nightmares and bittersweet memories. By day she did her job, hoping that the passage of time would grant her forgetfulness. She ached to be inured from all emotion; prayed to be numb once again.

Weeks passed and gradually her former equilibrium returned. She made peace with her past and turned away from it. She was still the best analyst they had and that would have to be enough. Her field experience gave her insights into the data streaming across her monitors that no desk jockey could ever match. She was almost content.

Then, two cups of coffee and a bag from Bernard's appeared next to her elbow and her carefully re-constructed world shattered

~~*~~

It was a measure of just how complacent Melinda had become that Maria could get the drop on her. Still the move was in poor taste and made bile rise in Melinda's throat. She turned, was ready to drop Maria, but froze.

"Phil!" she cried before lashing out, but that moment's hesitation cost her.

He evaded her first strike, countering with a purely defensive block, further enraging her. She struck with hell-fired fury then, jabs sharp and fast, pushing him back until he'd had enough. Instead of retreating from her next blows, he stepped into them, took the gut shot, one in the shoulder, and the next to his ribs, which made him gust out a satisfying, pained grunt. But he kept advancing until Melinda had no space to attack. Then he wrapped his arms around her and twisted, dropping them both to the hard floor. Melinda's elbow and knee hit first, then her head, making her see stars. Phil, and it had to be Phil -- no one else except Eric, who had taught her everything she knew, could take her down that easily -- moaned, rolling off her.

"Fuck, Mel. You do make a guy work for it." His voice rasped, was a bit gravelly, but it held that familiar wry humor.

She sagged, limbs akimbo as he stared up at the ceiling. She couldn't look at him. Not yet. But she did aim a blind punch at him, pleased when it connected. "Asshole. Fuckin' cocksucking bastard!" she growled. "I cried at your goddamned memorial. Your goddamned _fake_ memorial!"

Rolling to her side, she propped herself up on one elbow to hover over him, her hand unconsciously balling into a fist as she observed him carefully.

"Damn you. I hate you so much right now."

Phil met her gaze, but his palms were up, ready to defend. "No, you don't. For what it's worth... I'm sorry."

"Holy hell, Phil! You took on a demi-god without backup. What the fuck were you thinking?"

Sitting up he shrugged, then stood. After offering Melinda a boost up, he gave her a rueful grin. "I had to buy us time."

"Time? For what?" She'd read the entire report and when that wasn't enough, she volunteered to sift through the reams of security tapes to see what they could learn from the attack, both Loki's and Barton's. It had been two of the worst weeks of her life. And her life had held some pretty shitty weeks in it.

She dropped into her desk chair and leaned back, unwilling to take her eyes off Phil. He stood there at almost parade rest, submitting to her gaze. "Goddammit!" she huffed. "Sit down already. You're making me uncomfortable."

He cricked his neck and stretched his limbs, murmuring a soft sigh before he sat. Then he took one coffee while indicating the other with his chin. "Go on. Open the bag. I know you want to."

To be contrary, Melinda sipped the coffee first. It was perfect, just the way she liked it, of course. If his fighting style hadn't already confirmed it, the perfect Sumatra blend in her hand would have. "Alright, Phil 'not-dead' Coulson, what brings you here?"

He blinked. "We need you. I need you."

She shook her head. "No. That's... no."

"But you told Maria--"

"I told Maria a fairy tale! We were commiserating about a dead friend, dammit! That has no bearing on the here and now!"

"But I'm not--"

"Dead? Yeah, I get that. Not blind _or_ stupid, Coulson." Melinda tapped her fingers on her desk, but opened the bag when she couldn't resist any longer. Plus, this way she didn't have to look at Phil, didn't have to hold back all the questions and feelings that were bubbling up.

When she opened the wax-lined bag, the air turned redolent with spices, cinnamon, nutmeg, a bit of dusky cloves, underlain with a yeasty tang. He'd brought her one of Bernard's famous cinnamon rolls, the one that was as huge as her hand, was dotted with plump raisins, oozed with cinnamon, and was covered with a rich, cream cheese frosting. The roll was still warm and Melinda's mouth nearly watered. Damn Phil Coulson for knowing her all too well.

Her hand shook ever so slightly as she pulled the roll from the bag. Ignoring the prick of tears, she bit into a little slice of heaven. Her eyes closed against her will as the flavor burst on her tongue and transported her back to the first time she'd ever tasted one of Bernard's cinnamon rolls...

_Melinda stared at Eric, got lost in the warmth of his depthless brown eyes, the way they lit up when she finally got a throw right, or the way his shoulders would shake when he'd throw his head back and laugh, or even the way his brow would crease when he grew frustrated with her. Eric nudged her elbow, pulling her attention back to the glass case filled with pastries, each of which had to be more calories than Melinda allowed herself in a week._

_"Go on. My treat," Eric urged, his voice gentle with that way he had of pushing her forward, seemingly without effort or intent._

_"No. I'll just stick with coffee," Melinda told the cashier._

_The wide-eyed kid behind the counter just shrugged. "Your loss." He jerked a thumb toward the other end of the counter. "She's doing drinks down there." He dismissed her after that, eyes moving up to meet Eric's gaze. "What'll you have, mister?"_

_"Lemon square and a cinnamon roll." Melinda wanted to protest, but Eric silenced her with raised eyebrows and a quirk of his lips._

_"For here or to go?"_

_"For here," Eric answered._

_They sat and talked over coffee until being interrupted by two plates, one dwarfed by the largest cinnamon roll Melinda had ever seen. Eric pushed it toward her with a smile while he pulled the other toward himself. "Go on. You've earned it."_

_"What do you mean?"_

_"You've been assigned to a team."_

_"With you?" she asked as an uncomfortable realization settled in her gut._

_Eric shook his head, but his eyes sparkled and he gave her that crooked smile of his. "Now that would be all sorts of awkward and inappropriate, wouldn't it?"_

_"Why?" She hoped she knew what he was implying._

_He leaned forward and took her hand. "I want to date you, Melinda May. And I can't do that if I'm your direct supervisor."_

_"Wha'?" she asked, stunned and full nearly to bursting. To cover her inelegant lack of answer, she took a bite of the cinnamon roll, ending up with frosting smeared on her face as she uttered a completely obscene moan. The damn thing was food porn and far too good to be real. Eric chuckled as she swallowed and immediately took another bite. He grinned and swiped the frosting from her upper lip with his thumb When he sucked it into his mouth, Melinda gave a little whimper that had nothing to do with decadent pastries._

_"I guess that's a yes, then?" Eric asked._

_"Yes," Melinda squeaked. From that moment on, Bernard's was their place, for celebrations and commiserations. Eric had found her weakness, but she never minded that he knew. When he kissed her, their lips tasting like lemon and cinnamon and coffee, she'd given her heart to him, never once looking back. When she'd reported for duty later that day, she'd gotten a similar charge from her team. They were the best of the recruits, Nick, Phil, Maria, and Melinda. And they made a damn fine team despite how green they were. With Eric at her side and her team at her back, Melinda thought she could change the world. And they did._

"Mel, I know what I'm asking of you, but I'm starting a new team--"

"Wait. A new team? What about Barton and Romanoff?"

Phil sighed and shook his head. "They're out. With their faces plastered on every cell phone and security camera in New York City, we can't hope to use them. They're Avengers now. That's their team."

Melinda cocked her head and pressed her hand to Phil's. "Do they know you're alive?" she asked, voice gentle and cautious.

"Not yet. That's still 'need to know'..."

"And the Avengers don't need to know S.H.I.E.L.D. business, is that it?" Melinda ached for Phil. Even if he and Barton had never quite gotten their heads out of their asses, and she didn't know if they had or not, what must it feel like to be so close and yet never be farther apart? She was sure it had to hurt almost as bad as watching your lover die, knowing you were at fault and could do nothing to save him.

Instead of letting him answer, because she really didn't want to hear it from the pained look on Phil's face, she took a deep breath and said, "Okay, boss man. Hit me with your best shot." She grinned. "Convince me."

For the first time in her memory, she had surprised Phil Coulson. Others had done it before, Romanoff and Barton especially, but that was because Phil had a blind spot for Hawkeye that was a mile wide and a soft spot for the Black Widow that he'd never admit to. When he still hadn't spoken, she chuckled. "Go on. Make your pitch. I'm serious this time. Not doing it just to see your face."

"You know what happened in New York, and in New Mexico before that. We took a beating, got our asses handed to us... well, that's because we were caught flat-footed. And Nick's determined that we don't make that same mistake twice."

Phil took a sip of coffee as Melinda digested what he was saying. She took those few moments to drink her coffee and savor her roll. Phil met her eyes, his own crinkling with humor. "Good?"

"You know it," Melinda answered. Maybe Maria was right. If she could sit here eating Bernard's pastries with Phil and smile so easily without feeling that void consuming her from the inside out, then just maybe she _had_ healed enough.

"I'm building a team, one that's going to be on the front lines, first to investigate each anomaly, find the supers, the aliens, gods, monsters, even tech gone bad, and contain the threat."

Melinda nodded She'd seen the footage from the fight between AIM and Iron Man at the pier. She wouldn't have believed it if she hadn't seen it for herself.

"I'm rusty, Phil. Out of shape. Out of practice."

Phil rubbed his ribs, one eyebrow raised. "If that's 'rusty' then I'm dead."

"Don't joke--"

"Too soon?"

Melinda nodded.

"Sorry. My humor has taken on a macabre edge lately. I'm sure you can understand why."

She stared at him, unsure what exactly she should be feeling. This was all happening too fast. "Seriously. I'm no longer field certified."

"Do you want to be?" His concern cut to the heart of the matter, made her question her motivation. Part of her feared that she was obsolete; the rest insisted she prove otherwise.

"Can I get back to you on that?"

Phil nodded. "I still want you on the team. Your instincts are good, Mel. At least say you'll be our pilot."

"What would I be flying?" she asked, her palms already itching to be back at the controls. "Quinjets? Blackhawks?"

From Phil's smirk, she'd played right into his hands. "It's an experimental, based on a 777, but Stark tech leaves Boeing in the dust." His smirk widened. "It's dedicated to the team. No more paperwork or justifications. It'll be all ours."

She didn't miss the way he said 'ours', already assuming she was in. Of course, she was. Phil Coulson never overplayed his hand, only pulled out his Ace as a last resort. His enthusiasm was catching and Melinda smiled back at him, then stuck out her hand. "Okay, boss, you've got yourself a pilot."

They shook and Phil grimaced, then proceeded to lick off the frosting Melinda had smeared on his palm. "As good as I remember," he hummed.

Melinda laughed aloud; the first time she'd done so since she began working in 'The Library'. Things were already looking up.

~~*~~

Melinda had to school her face when she first stepped into the hangar. She barely swallowed a squeal when the mechanic showed her the plane's cockpit. She'd flown similar configurations, but this one was souped up on steroids, had larger engines, more cargo space, and more tech than before.

While Coulson gathered assets, Melinda certified on the new jet, first in the simulator, then with the sole test pilot who'd flown the behemoth. If she also started work on her field-readiness assessment, that was between her and the wall.

~~*~~

Phil dropped a stack of folders onto Melinda's temporary desk. It was crammed into a storage closet below even "The Library" at headquarters. She'd worked in worse conditions, she could manage this despite claustrophobia trying to revive its hold on her.

"I need your opinion on each of them by end of day tomorrow," Phil said before turning and leaving.

"Sir?" Melinda stood, calling after him.

He did stop, turned back slowly. "Did you need something, Agent May?"

"Yes, sir. What exact skills are you looking to fill?"

"I want you to come at it from a different angle than that. We're a small team and are going to be working together under stressful conditions. You remember how that feels, what traits aided cohesion, what quirks caused friction." He glanced at his watch; he was even more impatient lately. "I'm not asking to re-create Team Bravo, but let's see how close we can get."

Melinda nodded. "Aye, sir. I'll have my report to you by midnight Saturday." She sat down, opening the topmost folder as Phil strode away.

Team Bravo had been the four of them, with only Melinda not career military. She'd been afraid she wouldn't fit in, didn't understand the peculiar military discipline, but she hadn't counted on Phil's super power: he was the glue and the balm that made all their rough edges align, fitting until they were a seamless unit, whole and damned near unstoppable. Even Director Johnson had once commented favorably on their teamwork and her praise was never outright, was usually buried under a laundry list of everything you'd done wrong.

Team Bravo couldn't be re-created, but Phil had come damn close with Strike Force Delta. Maybe lightning could strike in the same place twice.

~~*~~

Melinda wasn't a science guru. Her best subjects had been in the humanities, especially languages and history. She loved history. That love of history had been the first thing she and Phil had bonded over. When the two of them would get started, Maria and Nick would just roll their eyes and talk about the latest sports contest, American football or basketball being their preferred topic of discussion. But Melinda didn't know anything about those sports. She grew up watching her brothers play cricket and football in an embassy courtyard. And Phil was addicted to baseball which both Nick and Maria held in disdain.

And now she was readying herself to interview Jemma Simmons and Leo Fitz, two prodigies of S.H.I.E.L.D.'s tech labs. Melinda didn't quite understand why they were interviewing the pair together, their specialties were polar opposites, but in this she deferred to Phil's judgement.

She was the first to arrive in the conference room. She sat facing the door, in the chair with its back to the far corner. There was a camera overhead, a wall of mirrors (two-way) to her right, and a slide show playing out on the opposite wall. This was an unusual setup for a team-suitability interview, but everything with this new assignment was a little 'off', though, to be truthful, that could just be her. She hadn't been on a team in so long, all this could easily be the way things were done now. Maybe.

Melinda straightened her papers, took another sip of coffee and settled in to wait. She was a few minutes early after all and Phil, despite the 8am time, would likely be finishing off his second or third meeting of the day. The man was overworked, too busy, and it was starting to show on his face. Privately Melinda wondered if the strain had less to do with Phil's frantic schedule and more to do with the fact that he was still 'need to know' so the man was working alone for the most part, cut off from his team, his support staff, and his friends.

Her musing was cut short as Maria strode into the room with her usual purposeful stride, two young agents trailing in her wake. Melinda had seen their pictures, had read their files, knew as much about them as she thought she'd needed to, but she hadn't expected them to be so damn young.

"For Christ's sake, ma'am. Are we hiring them out of daycare now?" Melinda blurted out. Apparently, she had been locked away from human interaction for too long.

But Maria didn't chastise her. She was too busy fighting laughter. She did give in when she couldn't hold it any longer, ducking her head to cough as cover.

"Agents Fitz and Simmons, this is Agent May. She's the pilot on the team," Maria said once she could keep her voice level. She indicated the two chairs closest to the door and the scientists sat as directed, their eyes wide as they met Melinda's assessing gaze.

"I'm 26," Fitz said, his voice unsteady in the face of Melinda's stare.

"I'm 27," Simmons said, chin lifting in challenge. "We're the best at what we do."

Phil walked into the conference room, interrupting Melinda's reply. He placed a tray of scones on the table, followed by his folders and a coffee mug, the one with Cap's shield on it. "Agent May, please quit terrorizing the agents before we've interviewed them." He closed the door and sat down next to Maria.

"Yes, sir," Melinda replied. She took a scone and sat back, eyes flicking from the profiles to the two baby agents. For the majority of the time, Melinda was quiet, leaving the questions to Maria and Phil. Her role in the interview was to assess how the two scientists performed under stress, how they held up under fire. Eventually, she gave in and tossed out a few scenarios of her own, ones from her past, just to see whether she could rattle the pair.

Simmons had more spunk, but Fitz was no slouch when pressed. They looked to each other a lot, sometimes finishing each other's sentences. It was an odd experience to see. They behaved like siblings, joined at the hip with a hint of snark and playful jibes under their answers. Melinda didn't know whether this was good or bad, but they held up for the duration and even pushed back when a question was too pointed or unfair. S.H.I.E.L.D. couldn't use people that held back. Following orders didn't mean swallowing bad ones and good ideas were listened to no matter who they came from. That had been a welcome cultural shift when Nick took over as director after Director Johnson retired.

Phil sat back, satisfied after nearly four hours. "If there are no further questions," he looked at Maria and then at Melinda, both of whom shook their heads, before he returned his gaze to the two agents who had held up during the grueling interview pretty well. "We'll be in touch, Agents Fitz and Simmons. Thank you for your time," Phil said.

"Thank you, sir. Assistant Director Hill. Agent May," Simmons nodded at each person before standing. She didn't move until Fitz stood.

Fitz hesitated, like he wanted to ask something, but he glanced at Simmons and held his tongue. "Thank you."

"Please close the door behind you," Phil asked.

When they had gone, Phil reached for one of the remaining scones and took a bite. "Well?" he asked as he relaxed back against his chair.

Maria answered first. "They're good, Phil. But--"

"But they come as a matched set," he finished Maria's sentence.

"That's not necessarily a bad thing, is it? Partners who know each other so well have built-in shortcuts, they don't have to negotiate egos--" Melinda chimed in.

"But they have blind spots. Miss things. Make assumptions..." Phil sounded like he was reciting a laundry list and she wondered if he was thinking of a couple other than Fitz and Simmons, parroting back words he'd heard.

Melinda nodded, trying to keep her mind focused and on the here and now. "I think they'll work, Phil. But I swear, we were _never_ that young!"

Phil chuckled and Maria joined in. It was good to be back among the living.

~~*~~

Melinda flipped through the profiles Phil had pushed her way. She must be tired because she didn't see a damn thing good in the three that Phil found 'acceptable'.

Tossing the first aside, she sneered, "Wichita Barclay? Really, Phil? With a name like that, not to mention the entire exterior, she's a trainwreck."

"As her file clearly indicates," Maria jumped in, backing Melinda up.

"She might be 'rough' around the edges, but she's got great instincts," Phil shot back.

"Not every disciple problem has Barton's potential, Phil," Maria chided, voice soft, despite how weary she was.

Melinda was glad that it had been Maria who pointed out the elephant in the room.

"Under different circumstances, Agent Barclay would already be gone." Maria rapped on the conference table, shifting the papers and takeout boxes. "Phil," she called, determined to get his undivided attention. "We need you to be realistic about this."

Phil glanced at Melinda and she slid the single folder forward. "Grant Ward," she said as he opened the file.

"He's a lone wolf, works alone," Phil read aloud from the assessment.

"And because he's used to working alone, he's a generalist. He'd plug a lot of holes, Phil," Maria urged. 

She very purposefully did not look at Melinda, but Phil did. And Melinda refused to flinch from his gaze.

"I'm just the pilot, remember?" Melinda replied, hands up. Her 'don't look at me' expression fooling no one.

"You both think he'd fit in better than any of those?" Phil asked.

"Yes we do," they both replied in unison. 

"Now can we get the fuck out of here?" Maria asked.

"It's past two and I have a cert flight at 8am," Melinda reminded Phil. "Can we please call it a day?"

"Sure. Get the hell out of here." He nodded toward the door and that would have been the end of it, but Maria stood and dragged Phil up with her.

"You're getting some sleep, too."

"I have--"

"You have a meeting with your pillow. We'll read Ward in while Mel's up in the wild blue yonder."

"Wild blue yonder?" Melinda mouthed at Maria.

She shrugged. "Got him up and moving, didn't it?"

Melinda flipped the lights off, closing the door and locking it behind them. They had a team. Now what?

~~*~~

'Now what' turned out to be a lot messier and more awkward than Melinda recalled from the first time through this whole exercise. Phil tried to forge them into a team, but they needed some glue to hold them together, some shared trial through which they could bond. Instead, Melinda thought Fitz and Simmons were brilliant, but far too naive and Ward was an asocial, arrogant, overeager tightass. Melinda tried to find his attitude endearing or even tolerable, she herself was the poster child for asocial, after all, but she failed. She just wanted him to pull the stick out of his ass and chill the fuck out.

She didn't dare say that to Phil. The guy had enough issues with cocky snipers to fill the helicarrier without Melinda piling on. Besides, the hollow behind Phil's eyes was all too familiar, Melinda had seen it often enough in the mirror, so she never brought up the past or even how they both ended up at this point, no matter how many times the Bobbsey Twins asked or would give them perplexed faces during a meeting.

The entire team was testy and irritable, even the Sunshine Twins, yet another of Melinda's nickname for Fitz and Simmons. This one came about after a particularly grueling training run. The rest of the team had been tired and aching, while the science pair were grinning with excitement, fit to bust a gut over the tech toys they'd gotten their hands on. It was too much to take when even your hair hurt. Even Phil had snapped at them.

That was the last straw for Melinda, made her aware that Phil was overdoing it. He was stretched thinner than Banner's pants when he transformed. And Maria was little better; her focus and attention pulled in too many directions at once. It was a recipe for disaster, and something had to be done to remedy the situation.

After the mercifully short debrief, Melinda texted Maria, then began to herd Phil away from his office. His protests grew weaker as Melinda's eyes hardened and her lips thinned.

"We're going out and getting plastered, Phil. No argument."

"I have too much--"

"Work?" Melinda fussed, her grip tightening on Phil's elbow. "What are you hiding from? Or trying to make up for?"

Before he could answer, she cut him off. "Never mind. It doesn't matter. I'm rusty as hell at this and we're running on fumes," she stated. "We're taking the weekend off."

"We are?" Phil asked, eyebrow arching, tone amused at Melinda's attempt to run roughshod over him.

"Yes," Maria answered, coming up on them from behind. And neither of them reacted, though Melinda's fingers squeezed into Phil's arm. "I've given Ward, Fitz, and Simmons explicit instructions to get the hell out of dodge."

"You think the Geek Duo will actually listen?" Phil asked, moving forward now, his strides matching Maria's more purposeful ones.

Melinda snorted. "S.H.I.E.L.D. labs _are_ a vacation for those two. It's more 'Mister Serious' himself you'll have to worry about."

The early evening was mild, making the walk to their local a pleasant diversion. Phil stripped off his tie and stuffed it into a suit pocket, opening up a couple of buttons as they stepped into the bar. It was one frequented by S.H.I.E.L.D. agents, with the owner and staff thoroughly vetted, so it was easy to settle in and unwind. After a couple of rounds, Phil looked better, was smiling more and his eyes were less tight.

With a slight buzz humming under her skin, Melinda was tempted -- so tempted! -- to ask the question that burned in her gut, but in the end, she opted for silence and left the words to die at the back of her throat. She'd find out soon enough. She _was_ a spy after all. And with friends like Maria and Nick, there was no way she wouldn't learn what was going on with Phil. Hopefully, he'd forgive her when she did find out. But for now, it was better to see Phil smile rather than to know.

~~*~~

The weekend off did Melinda a world of good. And Phil, too, even if he'd never admit it. So it was a rejuvenated team that hit the ground first thing Monday morning. Well, _team_ was probably too strong a word for it. They were five agents working together toward a common purpose and maybe eventually they'd become a team. Melinda hoped so, though Ward rubbed her the wrong way. His insular, cocksure attitude grated, but she'd suggested him, convinced Phil to bring him in and now she'd have to make sure they could work together. Great.

To make matters worse, Ward seemed dismissive of the Tech Twosome. Yes, Fitz and Simmons were young and naïve, but their enthusiasm was buoying. The last thing this group needed was another dour cynic.

Sighing, Melinda strode into their temporary offices to be met by only Ward in attendance. He was staring fixedly at two screens, data and images flashing on them. She should greet him, say something. It was only polite, but he hadn't so much as looked up as she entered.

 _'Rude,'_ she thought. But her curiosity was piqued. What could be so engrossing that he couldn't even offer her common courtesy?

Instead of indulging her curiosity, she held her tongue and moved to her own workstation, settling in to resume her earlier scans.

Sometime later, Ward cleared his throat, pulling Melinda's attention to him. "Excuse me, Agent May, do you have a minute to look at something?"

She glanced up and nodded, glad she was going to learn what had him so fascinated. "Sure. What do you have?" she asked as she crossed to his station.

He pointed to the images on the right-hand screen. "What do you see in these?"

She studied the images intently, zoomed in for more detail, then cross-checked with other, older images, even comparing them with the oldest images on file before she looked up at him. "It's an old Soviet-era armory, but it's cold. There's nothing but junk left there."

Nodding, Ward seemed to agree, but then he pointed to the data feed on his other monitor. "I thought so, but look at these."

Ward was quiet, allowed Melinda to decide for herself. Finally, satisfied, she looked up. "I think you're seeing things. It looks like nothing more than a false positive, a glitch in the recording device."

He frowned and took back the keyboard, began searching through the archives to pull up data from an old mission. At least Melinda was pretty sure that's what he was doing. Then he aligned an old mission briefing above the current feed running along the bottom of the screen. "If you zoom in…" and he did. "There's a bump in the heat signature and the gamma output. It's slight, but if this is cold, then we'd see those readings drop, not rise."

Melinda bit her tongue. She patted herself on the back for managing to keep a civil tongue when she replied. "That could be any number of things. Easily explained. Global warming. Product of a hot summer. Hell, it's outside of Sarajevo. Could be filled with refugees. There's nothing there. You're seeing ghosts."

"There's no such things as ghosts, Agent May," Phil said as he strode into the room..

Ward fixed Melinda with a cold glance before turning to Phil. "Not ghosts, sir. I've found a site that warrants investigation."

"Convince me, Agent Ward," Phil said.

Ward continued, "I've been to the site, sir. There should be nothing there. I helped clean it out years ago. But I'm seeing anomalous readings, heat signatures. It doesn't feel right."

Phil came to stand behind the two agents, his eyes scanning both screens and the data. "Was this that fucked up Sarajevo mission?" Phil asked.

"Yes, sir. Those small-time arms smugglers. Profiteering by supplying the separatists. Both sides, really."

"And you didn't implode the old plant? To keep them from being reactivated?"

"I followed the mission parameters, sir. It was considered too risky at the time to do anything more than stop the smuggling ring." Ward was stiff, his face a cool mask, but there was something in the way he held himself, the heat in his eyes.

"Wait," Melinda said. "You didn't agree with that objective." She stated it as fact, finally recognizing Ward's demeanor.

He immediately looked at Phil. "Permission to speak freely, sir?"

"Granted."

"I did not believe that the objective was comprehensive and left us open for further trouble." He straightened minutely. "The team in Sarajevo proper failed to meet their goal in a timely fashion, thus compromising the entire mission. It was felt that we had done enough within the allotted time, so I was forced to fall back before final work could be initiated."

Phil crossed his arms over his chest and looked between the two operatives, then glanced down at the screen once again. "I don't like unanswered questions. There could be something there, but right now we have higher priorities. I'll add this to the watch list. If something pings, then a team can be dispatched."

"Aye, sir," Melinda replied, but Ward's affirmative was noticeably lacking. She glanced up at him and easily read the disapproval in his eyes. That could spell trouble.

~~*~~

A few days later, Melinda was studying for her final field cert test when she looked up to realize that no one was around. She'd been so intent on the reading, she'd missed seeing the others leave. When she glanced at the clock, it was past lunch time. She really needed to work on her time sense when she was focusing.

She closed the large book and was about to stand when Phil walked in. He was carrying two coffees and a white lunch bag, with a folder under his arm.

"Lunch?" he asked.

And Melinda's stomach chose that moment to growl. "Thanks! I'm starving."

They chatted quietly over deli sandwiches and Melinda smiled, a bit bemused. "This is just like old times, eh, boss?"

Phil shook his head. "The food's better and Nick hasn't dragged us into yet another mess."

"Not yet, anyway." Melinda gave a tiny snort of laughter as she balled up her sandwich wrapper and tossed it into the trash can. She was no Hawkeye, but she still hit her target. "Hey, speaking of messes… where's Ward? I haven't seen him around since yesterday morning. Have you finally tired of humorless snipers?"

At just that moment, Phil's phone rang. "Coulson," he answered.

Whoever was on the other end was pissed, or at least highly volatile because Melinda could almost make out the words.

Phil's face shuttered and the genial smile he wore vanished behind his agent facade as he answered in short replies.

"No, ma'am."

"Yes, ma'am."

"I'm sorry, ma'am."

"I'll get right on it, ma'am."

He swore softly under his breath after closing the call. A moment later he looked up and Melinda blinked. Her friend, Phil Coulson, was gone. In his place was Agent Coulson and the agent was _pissed._

"Are you 100% certified on the jet?" he asked.

Melinda nodded. "Yes, sir."

"Then suit up. Bring Fitz and Simmons. I don't think we'll need them, but just in case…" Phil was up and heading out the door.

"Sir?" she asked, stopping him.

Phil turned back at her question.

"Where are we going?"

"Sarajevo. Agent Ward has forgotten that he's a member of a team and gone off half-cocked," Phil said. "To make matters worse, he did find a Hydra cell."

"Well, shit," Melinda blurted out.

"My thoughts exactly," Phil said as he walked away.

~~*~~

The mission wasn't a complete SNAFU. They did manage to shut down the Hydra cell and implode the facility, making it appear that the explosion was caused by old live ordnance, but the flight home was tense. Melinda was glad that she was occupied with flying the jet, otherwise she'd be back there with the rest of the team, listening to Phil quietly -- too quietly -- tear into Ward. She felt guilty enough for him, but his running off against orders took the cake.

Melinda had been right about Ward. He was too eager to impress, too caught up in the job, too obsessed with outcomes at the expense of process. But he was damned good. He deserved his confidence, so Phil gave him another chance after which he settled, or seemed to. But his tendency was to forget that there were others available for backup, that he could call for help, that Melinda had his six.

Because of that, he kept stepping on Melinda's toes, figuratively, and literally, more than once. During their final training exercise, and this one was Melinda's final field cert test, Ward went off half-cocked again, tried to take out the other team single handedly and got his ass handed to him, nearly giving up the rest of the team in the process.

To add insult to injury, he kept insinuating that he was not at fault during the debrief. He continued in that vein until Melinda lost her patience. Ward needed to be taken down a peg, or three, and this time Phil let her demand more than an off the cuff apology.

"I'll see you on the mats in half an hour," she calmly informed Ward.

He glanced at Phil who merely nodded. "You might want to get down there early and warm up," he suggested, turning toward a wall of video monitors, a not-so-subtle dismissal.

Melinda dared Ward with her eyes, hoping he'd mouth off, but he remained silent. She was a little disappointed that she couldn't take him down here and now, but Phil glanced at her, his face demanding she be the professional.

She huffed at him, locked her laptop and all of her drawers, then followed Ward to the lower levels. By the time Melinda had changed, word had spread through HQ and they had an audience. No one was ballsy enough to stand and outright stare, but there was no way each agent there was working out, most were still in their street clothes.

Phil and Maria strode in at exactly the half hour mark and Melinda stepped onto the mat which had been kept clear. S.H.I.E.L.D. agents were a gossipy bunch, just like your average corporate joe, but their problem resolution methods were a bit more… 'creative', as Melinda demonstrated when she bounced lightly on her toes twice, then struck without warning.

Ward was no match for her, he was outclassed and outgunned even with his significant skill. Melinda had been a natural at hand-to-hand from the first moment she turned up for one of Eric's training classes. She prided herself on her abilities and had kept up her personal training regimen despite her claims of being 'rusty' and 'out of shape'. She demonstrated this by getting the first takedown to the cheers of her co-workers and friends. Ward had a contingent rooting for him, mostly the younger set that didn't know Melinda from Romanoff. The friendly bickering on the sidelines turned into more bets against Melinda than for. She just shrugged as she took it all in with one-quarter of her attention, the rest devoted to wiping the mat with Ward. 

When Ward finally tapped out his concession, a significant share of money changed hands. She did notice that even Phil and Maria were collecting. Turning back to Ward, she was surprised to see him standing, his hand held out, a sheepish smile on his face. "I've been a bit of a dick. Care to start over?"

Melinda blinked and nodded her head, reaching out to grasp his hand.

"Grant Ward, it's an honor to be working with you, Agent May. If I screw up… _when_ I screw up, please do not hesitate to call me out on it."

Melinda's lip twitched, but she kept the laughter at bay. "It's a pleasure, Agent Ward. I look forward to having you on the team."

Looked like things might work out after all.

~~*~~

Their match eased some of the tension in the team, lightened things up, allowed Melinda some breathing space. She used the extra time to stretch her skills as an analyst, hunting down anything amiss out there. Whatever happened, Melinda wanted to be the first to hear about it. Sadly, she wasn't the one who first heard about a viral video of some hooded hero rescuing a woman from a flaming brownstone by jumping to the pavement while holding her in his arms.

Ward noticed it first, giving a puzzled gasp. Phil was quick and confirmed it, answering Ward's confusion with a simple statement, "That's a superhero, Agent Ward."

And _that_ pulled Melinda's attention from the scans searching for signs of gamma radiation. She looked up and watched the video as it repeated. "What the hell?" she muttered. Super hero or just damn lucky guy?

Whichever he turned out to be, this felt like a game changer, moreso than New York where she was helpless and had to impotently watch the destruction. Here and now, she had the skills, a plan, and some damn fine agents at her side. Nick expected them to be the foot soldiers in this changed world and, for the first time in a long time, Melinda felt like they actually had a chance to make a difference.

Welcome to Level Seven.

The End

**Author's Note:**

> So this was mostly Joss'd by the first episode, but I think it still works. I can't wait to learn more about Phil and Melinda's backstory and I have my fingers crossed that Cobie joins the show as a regular after this season.


End file.
